FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

(X)              QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT of 1934

For the quarterly period ended                     March 31, 2003
                                          --------------------------------------

                                       OR

( )             TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT of 1934

For the transition period from _________________________ to ____________________


                             Commission file number
                                     0-21558
                     ---------------------------------------


                            CNL Income Fund XII, Ltd.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


        Florida                                            59-3078856
-------------------------------------           --------------------------------
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                          Identification No.)


450 South Orange Avenue
Orlando, Florida                                             32801
----------------------------------------        --------------------------------
(Address of principal executive offices)                  (Zip Code)


Registrant's telephone number
(including area code)                                   (407) 540-2000
                                                --------------------------------


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by  Sections  13 or 15(d)  of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. Yes X No _________

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act):Yes___ No X
<PAGE>

                                    CONTENTS





Part I                                                                    Page

   Item 1.    Financial Statements:

                  Condensed Balance Sheets                                 1

                  Condensed Statements of Income                           2

                  Condensed Statements of Partners' Capital                3

                  Condensed Statements of Cash Flows                       4

                  Notes to Condensed Financial Statements                  5

   Item 2.    Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                      6-7

   Item 3.    Quantitative and Qualitative Disclosures About
                  Market Risk                                              7

   Item 4.    Controls and Procedures                                      8

Part II

   Other Information                                                       9-10


<PAGE>



                            CNL INCOME FUND XII, LTD.
                         (A Florida Limited Partnership)
                            CONDENSED BALANCE SHEETS

<TABLE>

                                                                             March 31,              December 31,
                                                                               2003                     2002
                                                                         ------------------      -------------------
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                             ASSETS

Real estate properties with operating leases, net                            $  23,562,098            $  22,884,036
Net investment in direct financing leases                                        7,107,112                7,958,519
Investment in joint ventures                                                     4,415,638                4,434,559
Cash and cash equivalents                                                        1,091,836                1,263,592
Certificates of deposit                                                            546,973                  541,162
Receivables, less allowance for doubtful accounts
    of $77,483 and $49,248, respectively                                               359                      460
Due from related parties                                                             3,719                       --
Accrued rental income, less allowance for doubtful
    accounts of $9,061 in 2003 and 2002                                          2,691,084                2,675,582
Other assets                                                                        59,194                   69,794
                                                                         ------------------      -------------------
                                                                             $  39,478,013            $  39,827,704
                                                                         ==================      ===================

               LIABILITIES AND PARTNERS' CAPITAL

Accounts payable                                                              $     44,988              $     7,127
Real estate taxes payable                                                           26,494                   18,488
Distributions payable                                                              956,252                1,068,752
Due to related parties                                                              21,337                   20,984
Rents paid in advance and deposits                                                 134,701                  224,979
                                                                         ------------------      -------------------
    Total liabilities                                                            1,183,772                1,340,330

Partners' capital                                                               38,294,241               38,487,374
                                                                         ------------------      -------------------
                                                                             $  39,478,013            $  39,827,704
                                                                         ==================      ===================

</TABLE>
            See accompanying notes to condensed financial statements.

<PAGE>


                            CNL INCOME FUND XII, LTD.
                         (A Florida Limited Partnership)
                         CONDENSED STATEMENTS OF INCOME

<TABLE>

                                                                                          Quarter Ended
                                                                                            March 31,
                                                                                     2003               2002

<S>     <C>    <C>    <C>    <C>    <C>    <C>
                                                                                ---------------    ---------------
Revenues:
    Rental income from operating leases                                            $   719,796         $  683,717
    Earned income from direct financing leases                                         209,751            223,655
    Contingent rental income                                                             5,164              6,318
    Interest and other income                                                            7,914              3,621
                                                                                ---------------    ---------------
                                                                                       942,625            917,311
                                                                                ---------------    ---------------

Expenses:
    General operating and administrative                                                85,353             89,741
    Property expenses                                                                   18,214              6,819
    Management fees to related parties                                                  10,808             10,426
    State and other taxes                                                               42,995             49,317
    Depreciation and amortization                                                      124,410            108,392
                                                                                ---------------    ---------------
                                                                                       281,780            264,695
                                                                                ---------------    ---------------

Income Before Equity in Earnings of Joint Ventures                                     660,845            652,616

Equity in Earnings of Joint Ventures                                                   102,274            101,936
                                                                                ---------------    --------------

Income from Continuing Operations                                                      763,119            754,552

Discontinued Operations:
    Income from discontinued operations                                                     --             37,040
                                                                                ---------------    --------------
Net Income                                                                         $   763,119         $  791,592
                                                                                ===============    ==============

Income Per Limited Partner Unit
    Continuing operations                                                           $     0.17          $    0.17
    Discontinued operations                                                                 --               0.01
                                                                                ---------------    ---------------
                                                                                    $     0.17          $    0.18
                                                                                ===============    ===============

Weighted Average Number of Limited
    Partner Units Outstanding                                                        4,500,000          4,500,000
                                                                                ===============    ===============

</TABLE>

            See accompanying notes to condensed financial statements.

<PAGE>

                            CNL INCOME FUND XII, LTD.
                         (A Florida Limited Partnership)
                    CONDENSED STATEMENTS OF PARTNERS' CAPITAL

<TABLE>

                                                                             Quarter Ended           Year Ended
                                                                               March 31,            December 31,
                                                                                  2003                  2002
                                                                           -------------------    ------------------
<S>     <C>    <C>    <C>    <C>    <C>    <C>

General partners:
    Beginning balance                                                            $    259,109          $    259,109
    Net income                                                                             --                    --
                                                                           -------------------    ------------------
                                                                                      259,109               259,109
                                                                           -------------------    ------------------

Limited partners:
    Beginning balance                                                              38,228,265            38,390,217
    Net income                                                                        763,119             3,775,556
    Distributions ($0.21 and $0.88 per
       limited partner unit, respectively)                                           (956,252 )          (3,937,508 )
                                                                           -------------------    ------------------
                                                                                   38,035,132            38,228,265
                                                                           -------------------    ------------------
Total partners' capital                                                        $   38,294,241         $  38,487,374
                                                                           ===================    ==================
</TABLE>
            See accompanying notes to condensed financial statements.

<PAGE>


                            CNL INCOME FUND XII, LTD.
                         (A Florida Limited Partnership)
                       CONDENSED STATEMENTS OF CASH FLOWS

<TABLE>

                                                                                     Quarter Ended
                                                                                       March 31,
                                                                               2003                 2002
                                                                          ----------------     ---------------
<S>     <C>    <C>    <C>    <C>    <C>    <C>

Increase (Decrease) in Cash and Cash Equivalents

    Net Cash Provided by Operating Activities                                 $   896,996         $   869,731
                                                                          ----------------     ---------------

    Cash Flows from Financing Activities:
       Distributions to limited partners                                       (1,068,752 )          (956,252 )
                                                                          ----------------     ---------------
              Net cash used in financing activities                            (1,068,752 )          (956,252 )
                                                                          ----------------     ---------------

Net Decrease in Cash and Cash Equivalents                                        (171,756 )           (86,521 )

Cash and Cash Equivalents at Beginning of Quarter                               1,263,592           1,281,855
                                                                          ----------------     ---------------
Cash and Cash Equivalents at End of Quarter                                  $  1,091,836        $  1,195,334
                                                                          ================     ===============

Supplemental Schedule of Non-Cash Financing
    Activities:

       Distributions declared and unpaid at end of
          quarter                                                             $   956,252         $   956,252
                                                                          ================     ===============


</TABLE>
            See accompanying notes to condensed financial statements.

<PAGE>





                            CNL INCOME FUND XII, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                     Quarters Ended March 31, 2003 and 2002


1.       Basis of Presentation:

         The accompanying  unaudited  condensed  financial  statements have been
         prepared in accordance  with the  instructions  to Form 10-Q and do not
         include  all  of the  information  and  note  disclosures  required  by
         generally  accepted  accounting  principles.  The financial  statements
         reflect all adjustments,  consisting of normal  recurring  adjustments,
         which are, in the opinion of the general partners,  necessary to a fair
         statement of the results for the interim periods  presented.  Operating
         results for the quarter ended March 31, 2003,  may not be indicative of
         the results that may be expected for the year ending December 31, 2003.
         Amounts as of December 31, 2002, included in the financial  statements,
         have been derived from audited financial statements as of that date.

         These unaudited financial statements should be read in conjunction with
         the financial statements and notes thereto included in Form 10-K of CNL
         Income Fund XII, Ltd. (the  "Partnership")  for the year ended December
         31, 2002.

         In January  2003,  FASB issued FASB  Interpretation  No. 46 ("FIN 46"),
         "Consolidation  of  Variable  Interest  Entities"  to  expand  upon and
         strengthen  existing  accounting guidance that addresses when a company
         should include the assets, liabilities and activities of another entity
         in  its  financial  statements.   To  improve  financial  reporting  by
         companies  involved  with variable  interest  entities  (more  commonly
         referred  to  as   special-purpose   entities  or   off-balance   sheet
         structures),  FIN  46  requires  that a  variable  interest  entity  be
         consolidated by a company if that company is subject to a majority risk
         of loss from the variable interest  entity's  activities or entitled to
         receive a majority of the entity's  residual  returns or both. Prior to
         FIN 46, a company generally included another entity in its consolidated
         financial  statements  only if it controlled  the entity through voting
         interests.  Consolidation  of variable  interest  entities will provide
         more complete information about the resources,  obligations,  risks and
         opportunities   of  the   consolidated   company.   The   consolidation
         requirements of FIN 46 apply  immediately to variable interest entities
         created after  January 31, 2003,  and to older  entities,  in the first
         fiscal  year or  interim  period  beginning  after June 15,  2003.  The
         general partners believe adoption of this standard may result in either
         consolidation or additional disclosure requirements with respect to the
         Partnership's  unconsolidated  joint  ventures or properties  held with
         affiliates  of the  general  partners as  tenants-in-common,  which are
         currently  accounted  for  under  the  equity  method.   However,  such
         consolidation is not expected to significantly impact the Partnership's
         results of operations.

2.       Reclassification:

         Certain  items in the  prior  year's  financial  statements  have  been
         reclassified to conform to 2003 presentation.  These  reclassifications
         had no effect on total partners' capital or net income.

<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

         CNL Income Fund XII,  Ltd.  (the  "Partnership")  is a Florida  limited
partnership  that was organized on August 20, 1991, to acquire for cash,  either
directly or through joint venture and tenancy in common arrangements, both newly
constructed  and  existing  restaurants,   as  well  as  Properties  upon  which
restaurants  were  to  be  constructed  (the  "Properties"),  which  are  leased
primarily  to operators of national  and  regional  fast-food  and  family-style
restaurant chains. The leases are generally  triple-net leases, with the lessees
responsible  for all repairs and  maintenance,  property  taxes,  insurance  and
utilities.  As of March 31, 2003 and 2002, the  Partnership  owned 41 Properties
directly and owned seven Properties  indirectly through joint venture or tenancy
in common arrangements.

Capital Resources

         For the  quarters  ended  March  31,  2003 and  2002,  the  Partnership
generated cash from operating activities of $896,996 and $869,731, respectively.
The increase in cash from  operating  activities for the quarter ended March 31,
2003, was primarily a result of changes in the Partnership's working capital.

         At March 31, 2003,  the  Partnership  had  $1,091,836  in cash and cash
equivalents,  as compared to  $1,263,592  at December 31, 2002.  The decrease in
cash and cash  equivalents  at March 31,  2003 was  primarily  the result of the
Partnership making a special  distribution to the limited partners in 2003 which
was declared at December  31, 2002 of $112,500 of  cumulative  excess  operating
reserves.  The funds remaining at March 31, 2003, after payment of distributions
and other  liabilities,  will be used to meet the Partnership's  working capital
needs.

Short-Term Liquidity

         The Partnership's  investment strategy of acquiring Properties for cash
and  leasing  them  under  triple-net  leases to  operators  who meet  specified
financial standards minimizes the Partnership's  operating expenses. The general
partners  believe that the leases will  continue to generate cash flow in excess
of operating expenses.

         The Partnership's  short-term liquidity  requirements consist primarily
of the operating expenses of the Partnership.

         The general  partners have the right,  but not the obligation,  to make
additional capital  contributions if they deem it appropriate in connection with
the operations of the Partnership.

         The Partnership  generally  distributes cash from operations  remaining
after the payment of operating  expenses of the Partnership,  to the extent that
the general partners determine that funds are available for distribution.  Based
on current cash from operations the Partnership  declared  distributions  to the
limited  partners of $956,252 for each of the quarters  ended March 31, 2003 and
2002. This  represents  distributions  for each applicable  quarter of $0.21 per
unit. No distributions  were made to the general partners for the quarters ended
March 31, 2003 and 2002. No amounts  distributed to the limited partners for the
quarters  ended March 31, 2003 and 2002 are  required to be or have been treated
by the  Partnership  as a return of capital  for  purposes  of  calculating  the
limited   partners'  return  on  their  adjusted  capital   contributions.   The
Partnership  intends to continue to make  distributions  of cash  available  for
distribution to the limited partners on a quarterly basis.

         Total liabilities,  including distributions payable, were $1,183,772 at
March 31, 2003, as compared to  $1,340,330 at December 31, 2002,  primarily as a
result of the payment of a special  distribution to the limited  partners during
the quarter  ended March 31, 2003,  that was accrued at December  31, 2002.  The
special  distribution  of  $112,500  represented   cumulative  excess  operating
reserves.  The decrease in  liabilities  during the quarter ended March 31, 2003
was also due to a decrease in rents paid in advance and  deposits.  The decrease
was  partially  offset by an increase in accounts  payable and real estate taxes
payable.  The general  partners believe that the Partnership has sufficient cash
on hand to meet its current working capital needs.

Long-Term Liquidity

         The  Partnership  has no long-term  debt or other  long-term  liquidity
requirements.

<PAGE>

Results of Operations

         Total rental  revenues were $929,547 during the quarter ended March 31,
2003, as compared to $907,372  during the same period of 2002.  Rental  revenues
increased  during  2003  because  the  Partnership  acquired a  Property  in San
Antonio, Texas in June 2002 and a Property in Clive, Iowa in September 2002. The
increase  in rental  revenues  during  2003 was  partially  offset  because  the
Partnership  sold two properties  during 2002. In addition,  Castles in the Sky,
LLC, a tenant of the Partnership,  experienced financial difficulties and ceased
making rental  payments to the  Partnership.  As a result,  in October 2002, the
Partnership  stopped  recording rental revenue relating to this Property located
in Tempe,  Arizona.  The lost revenues from this Property  could have an adverse
effect on the results of operations of the Partnership if the Partnership is not
able to sell or re-lease the Property in a timely  manner.  The  Partnership  is
currently seeking a replacement tenant or purchaser for the Property.

         The Partnership also earned $102,274  attributable to net income earned
by joint  ventures  during the  quarter  ended  March 31,  2003,  as compared to
$101,936 during the same period of 2002.

         Operating expenses,  including  depreciation and amortization  expense,
were  $281,780  during the quarter ended March 31, 2003, as compared to $264,695
during the same period of 2002.  Operating expenses increased during the quarter
ended March 31, 2003 because the Partnership  incurred property related expenses
such as legal  fees,  repairs  and  maintenance  and real  estate  taxes for the
Property in Tempe,  Arizona.  The tenant of the Property  experienced  financial
difficulties  and  ceased  making  rental  payments  to  the  Partnership.   The
Partnership  is currently  seeking a  replacement  tenant or  purchaser  for the
Property.  In  addition,  the  increase in  operating  expenses  during 2003 was
partially attributable to an increase in depreciation expense as a result of the
acquisition  of the  Properties  in San  Antonio,  Texas  and  Clive,  Iowa,  as
described above.

         During the year ended December 31, 2002, the Partnership identified and
sold two  Properties  that were  classified  as  Discontinued  Operations in the
accompanying financial statements.  The Partnership recognized net rental income
(rental  revenues less Property  related  expenses) of $37,040 relating to these
two Properties during the quarter ended March 31, 2002. The Partnership sold the
Properties in Arlington,  Texas and  Valdosta,  Georgia  subsequent to March 31,
2002.

         In January  2003,  FASB issued FASB  Interpretation  No. 46 ("FIN 46"),
"Consolidation  of Variable  Interest  Entities"  to expand upon and  strengthen
existing  accounting  guidance that  addresses when a company should include the
assets,   liabilities   and  activities  of  another  entity  in  its  financial
statements.  To improve financial  reporting by companies involved with variable
interest  entities (more  commonly  referred to as  special-purpose  entities or
off-balance sheet  structures),  FIN 46 requires that a variable interest entity
be  consolidated  by a company if that company is subject to a majority  risk of
loss from the variable  interest  entity's  activities  or entitled to receive a
majority of the entity's  residual  returns or both.  Prior to FIN 46, a company
generally included another entity in its consolidated  financial statements only
if it controlled the entity through voting interests.  Consolidation of variable
interest  entities will provide more complete  information  about the resources,
obligations,   risks  and  opportunities  of  the  consolidated   company.   The
consolidation  requirements  of FIN 46 apply  immediately  to variable  interest
entities  created after January 31, 2003,  and to older  entities,  in the first
fiscal  year or interim  period  beginning  after  June 15,  2003.  The  general
partners believe adoption of this standard may result in either consolidation or
additional   disclosure   requirements   with   respect  to  the   Partnership's
unconsolidated  joint ventures or properties held with affiliates of the general
partners  as  tenants-in-common,  which are  currently  accounted  for under the
equity method.  However,  such  consolidation  is not expected to  significantly
impact the Partnership's results of operations.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Inapplicable.

<PAGE>


ITEM 4.  CONTROLS AND PROCEDURES

         The  general  partners  maintain  a  set  of  disclosure  controls  and
procedures  designed to ensure that information  required to be disclosed in the
Partnership's  filings  under the  Securities  Exchange Act of 1934 is recorded,
processed,  summarized  and reported  within the time  periods  specified in the
Securities and Exchange  Commission's  rules and forms. The principal  executive
and  financial  officers of the  corporate  general  partner have  evaluated the
Partnership's  disclosure  controls and  procedures  within 90 days prior to the
filing  of this  Quarterly  Report on Form  10-Q and have  determined  that such
disclosure controls and procedures are effective.

         Subsequent to the above evaluation,  there were no significant  changes
in internal  controls or other  factors  that could  significantly  affect these
controls,   including  any   corrective   actions  with  regard  to  significant
deficiencies and material weaknesses.

<PAGE>


                           PART II. OTHER INFORMATION


Item 1.      Legal Proceedings.   Inapplicable.

Item 2.      Changes in Securities.   Inapplicable.

Item 3.      Default upon Senior Securities.   Inapplicable.

Item 4.      Submission of Matters to a Vote of Security Holders. Inapplicable.

Item 5.      Other Information.   Inapplicable.

Item 6.      Exhibits and Reports on Form 8-K.

             (a)      Exhibits

                       3.1     Affidavit and Certificate of Limited  Partnership
                               of CNL Income Fund XII, Ltd. (Included as Exhibit
                               3.2 to Registration  Statement No. 33-43278-01 on
                               Form S-11 and incorporated herein by reference.)

                       4.1     Affidavit and Certificate of Limited  Partnership
                               of CNL Income Fund XII, Ltd. (Included as Exhibit
                               3.2 to Registration  Statement No. 33-43278-01 on
                               Form S-11 and incorporated herein by reference.)

                       4.2     Amended  and   Restated   Agreement   of  Limited
                               Partnership   of  CNL  Income   Fund  XII,   Ltd.
                               (Included  as Exhibit 4.2 to Form 10-K filed with
                               the Securities  and Exchange  Commission on April
                               15, 1993, and incorporated herein by reference.)

                       10.1    Management Agreement between CNL Income Fund XII,
                               Ltd.  and CNL  Investment  Company  (Included  as
                               Exhibit   10.1  to  Form  10-K   filed  with  the
                               Securities  and Exchange  Commission on April 15,
                               1993, and incorporated herein by reference.)

                       10.2    Assignment  of  Management   Agreement  from  CNL
                               Investment  Company to CNL Income Fund  Advisors,
                               Inc. (Included as Exhibit 10.2 to Form 10-K filed
                               with the  Securities  and Exchange  Commission on
                               March  31,  1995,  and  incorporated   herein  by
                               reference.)

                       10.3    Assignment  of  Management   Agreement  from  CNL
                               Income Fund Advisors,  Inc. to CNL Fund Advisors,
                               Inc. (Included as Exhibit 10.3 to Form 10-K filed
                               with the  Securities  and Exchange  Commission on
                               April  1,  1996,  and   incorporated   herein  by
                               reference.)

                       10.4    Assignment  of  Management   Agreement  from  CNL
                               Advisors, Inc. to CNL APF Partners, LP. (Included
                               as  Exhibit  10.4 to Form  10-Q  filed  with  the
                               Securities and Exchange  Commission on August 13,
                               2001, and incorporated herein by reference.)

                       10.5    Assignment of Management  Agreement  from CNL APF
                               Partners,  LP  to  CNL  Restaurants  XVIII,  Inc.
                               (Included as Exhibit 10.5 to Form 10-Q filed with
                               the Securities and Exchange  Commission on August
                               13, 2002, and incorporated herein by reference.)

<PAGE>

                       99.1    Certification  of  Chief  Executive   Officer  of
                               Corporate  General Partner  Pursuant to 18 U.S.C.
                               Section  1350 as Adopted  Pursuant to Section 906
                               of  the   Sarbanes-Oxley   Act  of  2002.  (Filed
                               herewith.)

                       99.2    Certification  of  Chief  Financial   Officer  of
                               Corporate  General Partner  Pursuant to 18 U.S.C.
                               Section  1350 as Adopted  Pursuant to Section 906
                               of  the   Sarbanes-Oxley   Act  of  2002.  (Filed
                               herewith.)

                  (b)          Reports on Form 8-K

                               No  reports  on Form 8-K were  filed  during  the
                               quarter ended March 31, 2003.

<PAGE>

                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended,  the  registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

         DATED this 9th day of May, 2003.


                                             CNL INCOME FUND XII, LTD.

                                             By: CNL REALTY CORPORATION
                                                 General Partner

                                             By: /s/ James M. Seneff,  Jr.
                                                 ------------------------------
                                                 JAMES M.  SENEFF,  JR.  Chief
                                                 Executive Officer  (Principal
                                                 Executive Officer)


                                             By: /s/   Robert  A.   Bourne
                                                 -------------------------------
                                                 ROBERT A. BOURNE  President and
                                                 Treasurer  (Principal Financial
                                                 and Accounting Officer)

<PAGE>

                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                          OF CORPORATE GENERAL PARTNER

                 PURSUANT TO RULE 13a-14 AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


         I, James M.  Seneff,  Jr.,  the Chief  Executive  Officer of CNL Realty
Corporation,  the  corporate  general  partner of CNL Income Fund XII, Ltd. (the
"registrant"), certify that:

         1.     I have  reviewed  this  quarterly  report  on  Form  10-Q of the
                registrant;

         2.     Based on my knowledge,  this  quarterly  report does not contain
                any  untrue  statement  of a  material  fact or omit to  state a
                material fact necessary to make the statements made, in light of
                the  circumstances  under which such  statements  were made, not
                misleading  with respect to the period covered by this quarterly
                report;

         3.     Based on my  knowledge,  the  financial  statements,  and  other
                financial  information included in this quarterly report, fairly
                present  in  all  material  respects  the  financial  condition,
                results of  operations  and cash flows of the  registrant as of,
                and for, the periods presented in this quarterly report;

         4.     The registrant's  other certifying officer and I are responsible
                for  establishing  and  maintaining   disclosure   controls  and
                procedures  (as defined in Exchange Act Rules 13a-14 and 15d-14)
                for the registrant and we have:

                    a.     designed such  disclosure  controls and procedures to
                           ensure  that  material  information  relating  to the
                           registrant,  including its consolidated subsidiaries,
                           is made known to us by others within those  entities,
                           particularly   during   the   period  in  which  this
                           quarterly report is being prepared;

                    b.     evaluated  the   effectiveness  of  the  registrant's
                           disclosure  controls  and  procedures  as  of a  date
                           within  90  days  prior  to the  filing  date of this
                           quarterly report (the "Evaluation Date"); and

                    c.     presented in this  quarterly  report our  conclusions
                           about the  effectiveness  of the disclosure  controls
                           and  procedures  based  on our  evaluation  as of the
                           Evaluation Date;

         5.     The registrant's  other certifying officer and I have disclosed,
                based  on  our  most  recent  evaluation,  to  the  registrant's
                auditors  and the  audit  committee  of  registrant's  board  of
                directors (or persons performing the equivalent function):

                    a.     all   significant   deficiencies  in  the  design  or
                           operation of internal  controls which could adversely
                           affect the registrant's  ability to record,  process,
                           summarize   and  report   financial   data  and  have
                           identified for the registrant's auditors any material
                           weaknesses in internal controls; and

                    b.     any fraud,  whether or not  material,  that  involves
                           management or other  employees who have a significant
                           role in the registrant's internal controls; and

         6.     The registrant's  other certifying  officer and I have indicated
                in this quarterly  report whether or not there were  significant
                changes in  internal  controls  or in other  factors  that could
                significantly affect internal controls subsequent to the date of
                our most recent  evaluation,  including any  corrective  actions
                with regard to significant deficiencies and material weaknesses.

Date:  May 9, 2003


/s/ James M. Seneff, Jr.
 James M. Seneff, Jr.
Chief Executive Officer
<PAGE>

                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
                          OF CORPORATE GENERAL PARTNER

                 PURSUANT TO RULE 13a-14 AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

         I, Robert A. Bourne, President and Treasurer of CNL Realty Corporation,
the corporate  general  partner of CNL Income Fund XII, Ltd. (the  "registrant")
certify that:

         1.     I have  reviewed  this  quarterly  report  on  Form  10-Q of the
                registrant;

         2.     Based on my knowledge,  this  quarterly  report does not contain
                any  untrue  statement  of a  material  fact or omit to  state a
                material fact necessary to make the statements made, in light of
                the  circumstances  under which such  statements  were made, not
                misleading  with respect to the period covered by this quarterly
                report;

         3.     Based on my  knowledge,  the  financial  statements,  and  other
                financial  information included in this quarterly report, fairly
                present  in  all  material  respects  the  financial  condition,
                results of  operations  and cash flows of the  registrant as of,
                and for, the periods presented in this quarterly report;

         4.     The registrant's  other certifying officer and I are responsible
                for  establishing  and  maintaining   disclosure   controls  and
                procedures  (as defined in Exchange Act Rules 13a-14 and 15d-14)
                for the registrant and we have:

                    a.     designed such  disclosure  controls and procedures to
                           ensure  that  material  information  relating  to the
                           registrant,  including its consolidated subsidiaries,
                           is made known to us by others within those  entities,
                           particularly   during   the   period  in  which  this
                           quarterly report is being prepared;

                    b.     evaluated  the   effectiveness  of  the  registrant's
                           disclosure  controls  and  procedures  as  of a  date
                           within  90  days  prior  to the  filing  date of this
                           quarterly report (the "Evaluation Date"); and

                    c.     presented in this  quarterly  report our  conclusions
                           about the  effectiveness  of the disclosure  controls
                           and  procedures  based  on our  evaluation  as of the
                           Evaluation Date;

         5.     The registrant's  other certifying officer and I have disclosed,
                based  on  our  most  recent  evaluation,  to  the  registrant's
                auditors  and the  audit  committee  of  registrant's  board  of
                directors (or persons performing the equivalent function):

                    a.     all   significant   deficiencies  in  the  design  or
                           operation of internal  controls which could adversely
                           affect the registrant's  ability to record,  process,
                           summarize   and  report   financial   data  and  have
                           identified for the registrant's auditors any material
                           weaknesses in internal controls; and

                    b.     any fraud,  whether or not  material,  that  involves
                           management or other  employees who have a significant
                           role in the registrant's internal controls; and

         6.     The registrant's  other certifying  officer and I have indicated
                in this quarterly  report whether or not there were  significant
                changes in  internal  controls  or in other  factors  that could
                significantly affect internal controls subsequent to the date of
                our most recent  evaluation,  including any  corrective  actions
                with regard to significant deficiencies and material weaknesses.

Date:  May 9, 2003


/s/ Robert A. Bourne
--------------------
Robert A. Bourne
President and Treasurer
<PAGE>

                                  EXHIBIT INDEX


Exhibit Number

(c)      Exhibits

             3.1   Affidavit  and  Certificate  of  Limited  Partnership  of CNL
                   Income   Fund  XII,   Ltd.   (Included   as  Exhibit  3.2  to
                   Registration  Statement  No.  33-43278-01  on Form  S-11  and
                   incorporated herein by reference.)

             4.1   Affidavit  and  Certificate  of  Limited  Partnership  of CNL
                   Income   Fund  XII,   Ltd.   (Included   as  Exhibit  3.2  to
                   Registration  Statement  No.  33-43278-01  on Form  S-11  and
                   incorporated herein by reference.)

             4.2   Amended and Restated Agreement of Limited  Partnership of CNL
                   Income Fund XII,  Ltd.  (Included as Exhibit 4.2 to Form 10-K
                   filed with the  Securities  and Exchange  Commission on April
                   15, 1993, and incorporated herein by reference.)

             10.1  Management  Agreement  between CNL Income Fund XII,  Ltd. and
                   CNL Investment Company (Included as Exhibit 10.1 to Form 10-K
                   filed with the  Securities  and Exchange  Commission on April
                   15, 1993, and incorporated herein by reference.)

             10.2  Assignment  of  Management   Agreement  from  CNL  Investment
                   Company  to CNL  Income  Fund  Advisors,  Inc.  (Included  as
                   Exhibit  10.2 to Form  10-K  filed  with the  Securities  and
                   Exchange  Commission  on March  31,  1995,  and  incorporated
                   herein by reference.)

             10.3  Assignment  of  Management  Agreement  from CNL  Income  Fund
                   Advisors,  Inc.  to CNL  Fund  Advisors,  Inc.  (Included  as
                   Exhibit  10.3 to Form  10-K  filed  with the  Securities  and
                   Exchange Commission on April 1, 1996, and incorporated herein
                   by reference.)

             10.4  Assignment of Management Agreement from CNL Advisors, Inc. to
                   CNL APF Partners,  LP. (Included as Exhibit 10.4 to Form 10-Q
                   filed with the Securities  and Exchange  Commission on August
                   13, 2001, and incorporated herein by reference.)

             10.5  Assignment of Management Agreement from CNL APF Partners,  LP
                   to CNL Restaurants  XVIII, Inc.  (Included as Exhibit 10.5 to
                   Form 10-Q filed with the Securities  and Exchange  Commission
                   on August 13, 2002, and incorporated herein by reference.)

             99.1  Certification of Chief Executive Officer of Corporate General
                   Partner  Pursuant  to  18  U.S.C.  Section  1350  as  Adopted
                   Pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002.
                   (Filed herewith.)

             99.2  Certification of Chief Financial Officer of Corporate General
                   Partner  Pursuant  to  18  U.S.C.  Section  1350  as  Adopted
                   Pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002.
                   (Filed herewith.)

<PAGE>

                                  EXHIBIT 99.1
<PAGE>

                                  EXHIBIT 99.2